This article addresses a subject that is beginning to attract more attention: the management of employee benefit plans as a part of corporate governance. The central role of these plans in employee compensation packages, the amount spent to provide benefits, the magnitude of potential legal exposure in the current climate of ERISA litigation, and the interaction of benefit plans with other aspects of operations, all argue for an approach to plan management that is consistent with ERISA and the particular features of employee plans, and integrated with the rest of the management of the enterprise.